0001193125-11-212628 Sample Contracts

SUBORDINATED DEBT SETTLEMENT AND PREFERRED STOCK REPURCHASE AGREEMENT
Subordinated Debt Settlement and Preferred Stock Repurchase Agreement • August 5th, 2011 • FNB United Corp. • National commercial banks • Georgia

THIS SUBORDINATED DEBT SETTLEMENT AND PREFERRED STOCK REPURCHASE AGREEMENT (this “Agreement”) is dated as of August 1, 2011 by and between SunTrust Bank, a Georgia banking corporation (“SunTrust”), and CommunityOne Bank, N.A., a national banking association (“Bank”).

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Contract
Investment Agreement • August 5th, 2011 • FNB United Corp. • National commercial banks

AMENDMENT NO. 2, dated as of August 4, 2011 (this “Amendment”), to that Investment Agreement, dated as of April 26, 2011, as amended by Amendment No. 1, dated as of June 16, 2011 (the “Agreement”), by and between FNB United Corp., a North Carolina corporation (the “Company”), and Oak Hill Capital Partners III, L.P., a Delaware limited partnership, and Oak Hill Capital Management Partners III, L.P. (together, the “Investor”). Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Agreement.

Contract
Investment Agreement • August 5th, 2011 • FNB United Corp. • National commercial banks

AMENDMENT NO. 2, dated as of August 4, 2011 (this “Amendment”), to that Investment Agreement, dated as of April 26, 2011, as amended by Amendment No. 1, dated as of June 16, 2011 (the “Agreement”), by and between FNB United Corp., a North Carolina corporation (the “Company”), and Carlyle Financial Services Harbor, L.P., a Delaware limited partnership (the “Investor”). Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Agreement.

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